**Exhibit 10.23**

 

AMENDMENT NO. 1

TO SENIOR SECURED CREDIT AGREEMENT

 

 

**THISAMENDMENT NO. 1 TO SENIOR SECURED CREDIT AGREEMENT**(this“Amendment”) is entered into as of May 7, 2003 by and among THE TITANCORPORATION, a Delaware corporation (the “Borrower”), the variousfinancial institutions from time to time parties hereto (the “Lenders”),WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrativeagent (in such capacity, the “Administrative Agent”) for the Lenders,THE BANK OF NOVA SCOTIA (“Scotiabank”), as a syndication agent (in suchcapacity, a “Syndication Agent”), COMERICA BANK-CALIFORNIA (“Comerica”),as a syndication agent (in such capacity, a “Syndication Agent”), BRANCHBANKING AND TRUST (“BB&T”), as a documentation agent (in suchcapacity, a “Documentation Agent”), and TORONTO DOMINION (NEW YORK),INC. (“TD”), as a documentation agent (in such capacity, a “DocumentationAgent”).  Capitalized terms used butnot otherwise defined herein shall have the respective meanings given to themin the Credit Agreement (hereinafter defined), after giving effect to thisAmendment.

 

WITNESSETH

 

**WHEREAS**,the Borrower, the Lenders, the Syndication Agents, the Documentation Agents,and the Administrative Agent are party to that certain Senior Secured CreditAgreement dated as of May 23, 2002 (as amended, supplemented or otherwisemodified from time to time, the “Credit Agreement”);

 

**WHEREAS,**the Borrower has requested that the Lenders agree to amend certain provisionsof the Credit Agreement, and the Lenders are willing to agree to suchamendments upon the terms and conditions contained in this Amendment;

 

**NOW,THEREFORE,** in consideration of the premises and themutual covenants herein contained, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

 

I.                                         AMENDMENTSTO CREDIT AGREEMENT

 

1.1                                 Section 1.1is amended by adding the following definitions in the alphabeticallyappropriate places:

 

“Amendment No. 1” means Amendment No.1 to Senior Secured Credit Agreement, dated as of May 7, 2003, by and among theBorrower, the Lenders party thereto, the Syndication Agents, the DocumentationAgents and the Administrative Agent.

 

“Amendment No. 1 Effective Date” shallhave the meaning given to such term in Section 3 of Amendment No. 1.

 

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“New Guarantors” means Afripa, LinComWireless, Titan Africa, Inc., InternationalSystems, LLC and WaveScience, Inc.

 

“Senior Subordinated Debt” means the$200,000,000 8.0% Senior Subordinated Notes due 2011 issued by the Borrower,together with (i) the notes exchanged pursuant to an “Exchange Offer” describedin and issued in accordance with the terms of the Senior Subordinated DebtOffering Memorandum and the Senior Subordinated Debt Indenture and (ii) allguarantees of any of the foregoing notes as described in and issued inaccordance with the terms of the Senior Subordinated Debt Offering Memorandumand the Senior Subordinated Debt Indenture.

 

“Senior Subordinated Debt OfferingMemorandum” means the Confidential Offering Circular dated May 9, 2003 forthe Senior Subordinated Debt.

 

“Senior Subordinated Debt Escrow Account”means the account into which the Net Proceeds from the Senior Subordinated Debtshall be escrowed in accordance with the terms of the Senior Subordinated DebtIndenture.

 

“Senior Subordinated Debt Escrow Period”means the period of time (not to exceed 40 days from the date of issuance ofthe Senior Subordinated Debt) that the Net Proceeds from the SeniorSubordinated Debt shall be held in the Senior Subordinated Debt Escrow Account.

 

“Senior Subordinated Debt Indenture”means the indenture to be executed in connection with the Senior SubordinatedDebt by and among the Borrower, the subsidiary guarantors party thereto andDeutsche Bank Trust Company Americas, as trustee, as amended, modified orsupplemented from time to time in accordance with the terms hereof and thereof.

 

1.2                                 Certain definitions inSection 1.1 are amended as follows:

 

(a)                                  The definition of “ApplicableMargin” in Section 1.1 is amended by deleting the pricing gridcontained therein and replacing it with the following pricing grid:

 
| **Total Debt to**     |   | **LIBO Rate  Loans** |   | **Base Rate  Loans** |   |
|-----------------------|--------|----------------------|--------|----------------------|--------|
| **EBITDA  Ratio**     |   | **Revolving  Loans** |   | **Term B  Loans**    |   | **Revolving  Loans** |   | **Term B  Loans** |   |
| > 3.5              |   | 2.75                 | %      | 3.25                 | %      | 1.50 | % | 2.00 | % |
| > 3.0 but < 3.5 |   | 2.50                 | %      | 3.00                 | %      | 1.25 | % | 1.75 | % |
| > 2.5 but < 3.0 |   | 2.25                 | %      | 2.75                 | %      | 1.00 | % | 1.50 | % |
| > 2.0 but < 2.5 |   | 2.00                 | %      | 2.75                 | %      | 0.75 | % | 1.50 | % |
| < 2.0              |   | 2.00                 | %      | 2.50                 | %      | 0.75 | % | 1.25 | % |

 

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(b)                                 The definition of “ApplicableMargin” in Section 1.1 is further amended by adding the followingsentences at the end of such definition:

 

From the Amendment No. 1 Effective Date tothe first Calculation Date thereafter, the Applicable Margins shall be based onthe highest percentages in the above described pricing grid.  After such first Calculation Date, theApplicable Margin shall be as set forth in the pricing grid.  In the event that the repayment and/orredemption of the Debentures, the HIGH TIDES and the common securities of theTitan Capital Trust does not take place on or before the end of the SeniorSubordinated Debt Escrow Period, then automatically on the first day thereafterthe pricing grid contained herein shall revert back to levels in effect priorto the Amendment No. 1 Effective Date and such prior pricing levels shall be infull force and effect thereafter.

 

(c)                                  The definition of“Guarantor” in Section 1.1 is amended in its entirety so that suchdefinition now reads as follows:

 

“Guarantor” means each direct andindirect U.S. Subsidiary of the Borrower whether now existing or hereafteracquired or organized (other than Sakon and Titan Capital Trust), each of whichshall be required to execute and deliver the Subsidiary Guaranty, or a supplementthereto, to the Administrative Agent.

 

(d)                                 The definition of “HedgingAgreements” in Section 1.1 is amended by replacing the comma after thereference to “interest rate collar agreement” with a period and deleting theremainder of the definition thereafter.

 

(e)                                  The definition of “RestrictedSubsidiaries” is amended in its entirety so that it now reads as follows:

 

“Restricted Subsidiaries” means allGuarantors and Sakon.

 

(f)                                    Clause (ii) of thedefinition of “Subordinated Debt” in Section 1.1 is amended byadding the following parenthetical clause at the end of such clause:

 

(it being understood and agreed that theSenior Subordinated Debt shall constitute Subordinated Debt on terms reasonablysatisfactory to the Required Lenders so long as the Senior Subordinated Debt isissued substantially in accordance with the terms of the Senior SubordinatedDebt Offering Memorandum and the Senior Subordinated Debt Indenture).

 

1.3                                 Section 2.3(b)of the Credit Agreement is amended by adding the following new clause (iv) atthe end of such section:

 

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(iv)                              Notwithstanding theforegoing clauses of this Section 2.3(b) to the contrary, Incremental TermLoans for the purpose of funding the repayment and/or redemption of theDebentures, the HIGH TIDES and the common securities of Titan Capital Trust (orrefinancing Revolving Loans which are used for such purpose) may be made in aminimum amount of $1,000,000 and integral multiples of $1,000,000 in excessthereof (and may be made as Base Rate Loans or LIBO Rate Loans in such minimumamounts).

 

1.4                                 Section 3.1(d)of the Credit Agreement is amended by adding the following sentence at the endof such Section:

 

Notwithstanding the foregoing, if theBorrower would be required to prepay Senior Subordinated Debt from any portionof Net Proceeds of an Asset Sale pursuant to the terms of the SeniorSubordinated Debt Indenture and would not otherwise be required to prepay suchproceeds pursuant to the foregoing provisions of this Section 3.1(d), thenthe Borrower shall make a mandatory prepayment of the Loans from 100% of suchproceeds, unless otherwise agreed by the Required Lenders.

 

1.5                                 Section 3.1(f)of the Credit Agreement is amended by adding the following sentence at the endof such Section:

 

Notwithstanding the foregoing, the Borrowershall not be required to make a mandatory prepayment of the Loans with NetProceeds from the issuance of the Senior Subordinated Debt so long as such NetProceeds are used in accordance with the terms of the Senior Subordinated DebtOffering Memorandum.

 

1.6                                 Section 7.7of the Credit Agreement is amended as follows:

 

(a)                                  The introductoryparagraph of Section 7.7 is amended by deleting the clause “or realproperty described in clause (d) below” from the third linethereof.

 

(b)                                 The last paragraph ofSection 7.7 is amended in its entirety so that such paragraph now reads asfollows:

 

Notwithstanding the foregoing, in no eventshall Sakon and its Subsidiaries or Titan Capital Trust, or any other Subsidiarywhich is not a Restricted Subsidiary, be subject to the provisions of this Section 7.7or be required to grant any Liens in favor of the Administrative Agent onbehalf of the Secured Parties nor shall the Borrower or any Subsidiary berequired to grant any Lien on any Capital Stock of Titan Capital Trust.

 

1.7                                 Section 7.8of the Credit Agreement is amended by adding the following sentence at the endof such Section:

 

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In addition to the foregoing, the Borrowermay use proceeds of Incremental Term Loans and/or Revolving Loans in anaggregate amount up to $50,000,000 to repay and/or redeem the Debentures, theHIGH TIDES, and/or the common securities of Titan Capital Trust (or refinancingRevolving Loans which are used for such purpose in the case of any IncrementalTerm Loans) in accordance with the terms of the Senior Subordinated DebtOffering Memorandum and the Senior Subordinated Debt Indenture (or in the caseof the common securities, in accordance with the indenture for the Debenturesand the Declaration of Trust) (in each case on or before the end of the SeniorSubordinated Debt Escrow Period and only after the amounts held in the SeniorSubordinated Debt Escrow Account have first been applied for such purposes),and pay any premiums, fees, costs, and expenses in connection therewith.

 

1.8                                 Section 8.3of the Credit Agreement is amended by (i) deleting the word “and” at the end ofsubsection (g) thereof, (ii) deleting the period at the end of subsection (h)thereof and replacing it with a semi-colon followed by the word “and”, and(iii) adding a new subsection (i) thereto which shall read as follow:

 

(i) Liens on the Senior Subordinated Debt Escrow Account and all funds andfinancial assets now or hereafter held therein to secure the repayment of theSenior Subordinated Debt; provided that any such Liens shallautomatically terminate upon the repayment and/or redemption of the Debentures,the HIGH TIDES and the common securities of Titan Capital Trust or, in lieuthereof, upon the redemption in full of the Senior Subordinated Debt.  Notwithstanding anything to the contrary inany of the Loan Documents, the Administrative Agent and the Lenders shall nothave any security interest in or other Lien on the Senior Subordinated DebtEscrow Account and the funds and financial assets now or hereafter heldtherein.

 

1.9                                 Section 8.4(a)is amended in its entirety so that such Section now reads as follows:

 

(a)                                  Total Debt toEBITDA Ratio.  The Borrower will notpermit the Total Debt to EBITDA Ratio as of the last day of any Fiscal Quarterto be greater than the ratio set forth opposite such date:

 

 
| **Fiscal Year** |   | **March 31** |   | **June 30** |   | **September 30** |   | **December 31** |   |
|-----------------|--------|-------------------|--------|------------------|--------|-----------------------|--------|----------------------|--------|
| 2003            |   | 5.50 to 1.0       |   | 5.50 to 1.0      |   | 5.25 to 1.0           |   | 5.25 to 1.0          |   |
| 2004            |   | 5.25 to 1.0       |   | 5.00 to 1.0      |   | 5.00 to 1.0           |   | 4.75 to 1.0          |   |
| 2005            |   | 4.75 to 1.0       |   | 4.50 to 1.0      |   | 4.50 to 1.0           |   | 4.25 to 1.0          |   |
| Thereafter      |   | 4.25 to 1.0       |   | 4.00 to 1.0      |   | 4.00 to 1.0           |   | 4.00 to 1.0          |   |

 

1.10                           Section 8.4 isfurther amended by adding the following Section 8.4(a-1) immediately afterSection 8.4(a):

 

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(a-1)                        Total Senior Debt to EBITDARatio.  The Borrower will not permitthe Total Senior Debt to EBITDA Ratio as of the last day of any Fiscal Quarterto be greater than the ratio set forth opposite such date:

 

 
| **Fiscal Year** |   | **March 31** |   | **June 30** |   | **September 30** |   | **December 31** |   |
|-----------------|--------|-------------------|--------|------------------|--------|-----------------------|--------|----------------------|--------|
| 2003            |   | 3.75 to 1.0       |   | 3.75 to 1.0      |   | 3.75 to 1.0           |   | 3.50 to 1.0          |   |
| 2004            |   | 3.50 to 1.0       |   | 3.25 to 1.0      |   | 3.25 to 1.0           |   | 3.00 to 1.0          |   |
| 2005            |   | 3.00 to 1.0       |   | 2.75 to 1.0      |   | 2.75 to 1.0           |   | 2.50 to 1.0          |   |
| Thereafter      |   | 2.50 to 1.0       |   | 2.50 to 1.0      |   | 2.50 to 1.0           |   | 2.50 to 1.0          |   |

 

1.11                           Section 8.4(e)is amended in its entirety so that such Section now reads as follows:

 

(e)                                  Anycalculation to determine compliance with clause (a), (a-1), (b),(c) or (d) of this Section 8.4, to determine theApplicable Margin or to determine whether a Default has occurred or would occuras a result of a particular transaction shall (i) be on a proformabasis and calculated on the assumption that any Permitted Acquisitions or otherrelevant transaction which occurred during the relevant period were consummatedon the first day of such period and (ii) not include distributions on the HIGHTIDES as Interest Expense during the Senior Subordinated Debt Escrow Period.  In the event that the repayment and/orredemption of the Debentures, the HIGH TIDES and the common securities of TitanCapital Trust does not take place on or before the end of the SeniorSubordinated Debt Escrow Period, then automatically on the first day after theSenior Subordinated Debt Escrow Period, Section 8.4 (a-1) shall no longerbe of any force and effect and the covenant levels under Section 8.4 (a)shall revert back to the covenant levels in effect prior to the Amendment No. 1Effective Date and such prior covenant levels shall thereafter be in full forceand effect.

 

1.12                           Section 8.6 isamended by (i) deleting the word “and” at the end of subsection (g)thereof, (ii) deleting the period at the end of subsection (h) thereof andreplacing it with a semi-colon, and (iii) adding new subsections (i) and (j)thereto which shall read as follows:

 

(i)                                     the Borrower andTitan Capital Trust, as applicable, may repay and/or redeem the Debentures andarrange for the redemption of, and redeem, the HIGH TIDES and the commonsecurities of Titan Capital Trust (in each case on or before the end of theSenior Subordinated Debt Escrow Period), and pay any premiums, fees, costs, andexpenses in connection with any of the foregoing, subject to the satisfactionof each of the following conditions:

 

(A) the Borrower shall have delivered acertificate to the Administrative Agent dated as of the date of Amendment No. 1demonstrating as of the fiscal quarter ended March 31, 2003 pro forma

 

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covenant compliance with the financial covenants set forth inSection 8.4 (after giving effect to the issuance of the SeniorSubordinated Debt and the repayment and/or redemption of the Debentures, theHIGH TIDES and the common securities of Titan Capital Trust and the making ofany Loans in connection therewith);

 

(B) such payment and/or redemption****shallfirst be made with Net Proceeds of the Senior Subordinated Debt and then with(1) proceeds of Incremental Term Loans and/or Revolving Loans****inan aggregate amount up to $50,000,000 and/or (2) cash generated in the ordinarycourse of the Borrower’s business; and

 

(C) no Default shall have occurred and becontinuing or would result therefrom; and

 

(j)                                     in the event thatthe repayment and/or redemption of the Debentures, the HIGH TIDES and thecommon securities of Titan Capital Trust does not take place on or before theend of the Senior Subordinated Debt Escrow Period, the Borrower may repayand/or redeem the Senior Subordinated Debt so long as such repayment and/orredemption is made with the proceeds of the Senior Subordinated Debt EscrowAccount.

 

1.13                           Section 8.7 isamended by (i) deleting the word “and” at the end of subsection (v)thereof, (ii) deleting the period at the end of subsection (vi) thereofand replacing it with a semi-colon, and (iii) adding new subsections (vii),(viii) and (ix) thereto which shall read as follows:

 

(vii) the Borrower and Titan Capital Trust, as applicable, may repay and/orredeem the Debentures, arrange for the redemption of, and redeem the HIGH TIDESand the common securities of Titan Capital Trust (in each case on or before theend of the Senior Subordinated Debt Escrow Period and first using the amountsheld in the Senior Subordinated Debt Escrow Account for such purposes), and payany premiums, fees, costs, and expenses in connection with any of theforegoing, subject to the satisfaction of the conditions set forth inSection 8.6 (i);

 

(viii) in the event that the repayment and/or redemption of the Debentures, theHIGH TIDES and the common securities of Titan Capital Trust does not take placeon or before the end of the Senior Subordinated Debt Escrow Period, theBorrower may repay and/or redeem the Senior Subordinated Debt so long as suchrepayment and/or redemption is made with the proceeds of the SeniorSubordinated Debt Escrow Account; and

 

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(ix)  the Borrower may acquire Senior Subordinated Debtin connection with an “Exchange Offer” for the Senior Subordinated Debtdescribed in the Senior Subordinated Debt Offering Memorandum.

 

1.14                           Section 8.9 isamended by (i) deleting the word “and” at the end of subsection (a)thereof, (ii) deleting the period a the end of subsection (b) thereof andreplacing it with a semi-colon followed by the word “and”, and (iii) adding anew subsection (c) thereto which shall read as follows:

 

Titan Capital Trust may be dissolved andliquidated in connection with the redemption of the HIGH TIDES and commonsecurities of Titan Capital Trust in connection with the issuance of the SeniorSubordinated Debt.

 

1.15                           Section 8.13 isamended by replacing the last sentence of such Section with the following:

 

The foregoing prohibitions shall not apply torestrictions contained in this Agreement, any other Loan Document, or theSenior Subordinated Debt Indenture.

 

1.16                           Section 9.1(m)is amended by adding the following sentence thereto:

 

The issuance of the Senior Subordinated Debt,the repayment and/or redemption of the Debentures, HIGH TIDES, or SeniorSubordinated Debt in accordance with Sections 8.6(i) and (j), and the relateddissolution of Titan Capital Trust, and any actions taken by the Borrower andTitan Capital Trust to effect such issuance, redemption and dissolution shallnot constitute an Event of Default under this Section 9.1(m).

 

1.17                           Section 9.1 isamended by adding the following subsections at the end of such Section:

 

(o)                                 Event of Defaultunder Senior Subordinated Debt Indenture. Any “Event of Default” as defined in the Senior Subordinated DebtIndenture occurs.

 

(p)                                 Failure to RedeemHIGH TIDES.  Neither the redemptionof the HIGH TIDES in accordance with Section 8.6(i) nor the redemption ofthe Senior Subordinated Debt in lieu thereof shall have occurred within 40 daysfrom the date of issuance of the Senior Subordinated Debt.

 

II.                                     AMENDMENTFEE

 

2.1                                 TheBorrower shall pay by not later than 3:00 p.m. (eastern daylight time) on May8, 2003 an amendment fee to the Agent for the account of each Lender executingand delivering

 

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this Amendment by not later than 5:00 p.m. (eastern daylight time) onMay 7, 2003 in an amount equal to 0.25% of such Lender’s Revolving LoanCommitment and 0.25% of the then outstanding principal balance of the Term Loanowed to such Lender (hereinafter the “Amendment Fees”).

 

III.                                 CONDITIONS

 

3.1                                 Amendment.  This Amendment shall be and become effectiveas of the date hereof (the “Amendment No. 1 Effective Date”) when all ofthe following conditions set forth in this Section 3.1 shall have beensatisfied:

 

(a)                                  Executed Amendment.  The Agent shall have received executedcounterparts of this Amendment and the Consent attached hereto (or otherevidence of execution, satisfactory to the Agent), which collectively shallhave been duly executed on behalf of the Borrower, each of the Guarantors andthe Required Lenders, and executed counterparts of the required supplementalagreements listed in Section 7.7 of the Credit Agreement in connectionwith the addition of the New Guarantors.

 

(b)                                 Fees and Expenses.  The Agent shall have received, for theaccount of the Lenders, the Amendment Fees described in Section 2.1 hereofand the Agent shall have received all other fees and expenses owed and due tothe Agent by the Borrower and the Guarantors.

 

(c)                                  ComplianceCertificate.  The Borrower shallhave delivered a certificate to the Administrative Agent dated as of the datehereof demonstrating as of the fiscal quarter ending March 31, 2003 proforma covenant compliance with the financial covenants set forth inSection 8.4 (after giving effect to the issuance of the SeniorSubordinated Debt and the redemption of the HIGH TIDES and the making of anyLoans in connection therewith), such certificate to be in form and substancesatisfactory to the Administrative Agent.

 

(d)                                 Senior SubordinatedDebt.  The Senior Subordinated DebtIndenture shall be in form and substance satisfactory to the AdministrativeAgent and the Administrative Agent shall have received a certified copy thereof.  The Senior Subordinated Debt shall have beenissued in accordance with the Senior Subordinated Debt Offering Memorandum andthe Senior Subordinated Debt Indenture, without any material amendment orwaiver thereof except as approved by the Agent and an amount sufficient toredeem the Senior Subordinated Debt (of not less than $200,000,000) inaccordance with the Senior Subordinated Debt Offering Memorandum shall havebeen irrevocably deposited into the Senior Subordinated Debt Escrow Account.

 

(e)                                  Board of DirectorsApproval.  The Agent shall havereceived evidence of appropriate resolutions of the board of directors of theBorrower and the Guarantors, including the New Guarantors, authorizing theentering into of the Amendment and the entering into of the supplementalagreements referred to in Section 7.7 of the Credit Agreement for the NewGuarantors.

 

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(f)                                    Good StandingCertificates.  The Agent shall havereceived certificates of good standing for each of the Borrower and the NewGuarantors in the state of its organization and each other appropriatejurisdiction.

 

(g)                                 Secretary’sCertificate.  The Agent shall havereceived a certificate of a duly authorized secretary, assistant secretary, orother senior officer of the Borrower and each New Guarantor dated the AmendmentNo. 1 Effective Date, in form and substance satisfactory to the Agent, withappropriate insertions and attachments.

 

(h)                                 Legal Opinions.  The Agent shall have received (i) an opinionof counsel to the Borrower and the Guarantors as to, among other matters, validcorporate existence and authority, legality, validity and binding effect of theAmendment, the supplemental agreements of the New Guarantors as described inSection 7.7 of the Credit Agreement, the absence of any violation of lawor regulation or conflict with any material contracts, including the SeniorSubordinated Debt Indenture and (ii) reliance letters addressed to the Agentand the Lenders entitling each of them to rely on certain of the opinionsdelivered in connection with the issuance of the Senior Subordinated Debt.

 

(i)                                     RevisedSchedules to Credit Documents.  TheAgent shall have received such revised schedules to the Loan Documents aftergiving effect to this Amendment as the Borrower may deem necessary in order forthe Borrower and its Subsidiaries to make the representations and warrantiesset forth in Section 4.1 of this Amendment No. 1.

 

(j)                                     Officer’sCertificate. The Agent shall have received an officer’s certificate  stating that (i) the representations andwarranties made by the Credit Parties in the Loan Documents are true andcorrect in all material respects on and as of the Amendment No. 1 EffectiveDate, both before and after giving effect to this Amendment, (ii) there are nodefaults or events of default under the Loan Documents, either before or aftergiving effect to this Amendment, and (iii) the capital structure of theBorrower and its Subsidiaries after giving effect to the issuance of the SeniorSubordinated Debt and the redemption of the HIGH TIDES has not changed fromthat previously disclosed to the Agent.

 

(k)                                  Sources and Uses;Payment Instructions. The Agent shall have received (i) a statement ofsources and uses of funds covering all payments reasonably expected to be madeby the Borrower in connection with the transactions contemplated by theAmendment and the Senior Subordinated Debt Offering Memorandum to beconsummated on the Amendment No. 1 Effective Date, including any contributionmade to the Borrower or any of its Subsidiaries for the purposes of funding theSenior Subordinated Debt Escrow Account and/or redeeming the HIGH TIDES and theDebentures and an itemized estimate of all fees, expenses and other closingcosts; and (ii) payment instructions with respect to each wire transfer to bemade by the Agent on behalf of the Borrower on the Amendment No. 1 EffectiveDate setting forth the amount of such transfer, the purpose of such transfer,the name and number of the account to which such transfer is to be made, thename and ABA number of the

 

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bank or other financial institution where such account is located andthe name and telephone number of an individual that can be contacted to confirmreceipt of such transfer.

 

(l)                                     Other Items.  The Agent shall have received such otherdocuments, agreements or information which may be reasonably requested by theAgent.

 

The Agent on behalf of the Lenders shalldeliver a certificate to the Borrower on the date that all of the conditionsset forth in Section 3.1 have been satisfied (other than the conditionsset forth in Sections 3.1(d), (g), (h) and (j)) stating that all suchconditions have been satisfied, and to the extent received by, and in acceptableform to, the Agent, attaching forms of final legal opinions and relianceletters, a secretary’s certificate and an officer’s certificate that, whendelivered and/or released, shall satisfy the conditions set forth in Sections3.1(g), (h) and (j).

 

3.2                                 IncrementalTerm Loan.  The making of theIncremental Term Loan in the aggregate amount of up to $50,000,000 for thepurpose of financing the redemption of the HIGH TIDES (or refinancing RevolvingLoans which are used for such purpose) shall be subject to the satisfaction ofthe following conditions in this Section 3.2:

 

(a)                                  AmendmentConditions.  Each of the conditionsset forth in Section 3.1 hereof shall have been satisfied and theAmendment shall be effective.

 

(b)                                 Conditions inCredit Agreement.  Each of the conditionsset forth in Sections 2.3(b), 5.2 and 5.3 of the Credit Agreement shall havebeen satisfied.

 

(c)                                  Redemption of HIGHTIDES, Etc.  The redemption of theDebentures, the HIGH TIDES and the common securities of Titan Capital Trustshall have been completed simultaneously with the making of the IncrementalTerm Loan.

 

IV.                                 MISCELLANEOUS

 

4.1                                 Representationsand Warranties.  The Borrower andeach Subsidiary of the Borrower executing the Consent attached to thisAmendment (hereinafter, collectively the “Credit Parties” or individually a“Credit Party”) hereby represents and warrants that:

 

(a)                                  (i) it has therequisite power and authority to execute, deliver and perform this Amendmentand the Consent attached hereto, (ii) it is duly authorized to, and has beenauthorized by all necessary action, to execute, deliver and perform thisAmendment and the Consent attached hereto, and (iii) this Amendment and theConsent attached hereto have been duly executed and delivered by the applicableCredit Parties and constitute such Credit Parties’ legal, valid and bindingobligations, enforceable in accordance with its terms, except as suchenforceability may be subject to (A) bankruptcy, insolvency, reorganization,fraudulent conveyance or transfer, moratorium or similar laws affectingcreditors’ rights generally and (B) general principles of equity (regardless ofwhether such enforceability is considered in a proceeding at law or in equity);

 

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(b)                                 the representations andwarranties contained in the Credit Agreement are on the date hereof, and willbe on and as of the Amendment No. 1 Effective Date, subject to the limitationsset forth therein, true and correct in all material respects as though made onand as of such dates (or as of the date indicated therein in the case that suchdate is other than the date hereof or the Amendment No. 1 Effective Date);

 

(c)                                  no Default or Eventof Default under the Credit Agreement exists on the date hereof or will existon and as of the Amendment No. 1 Effective Date, and no Default or Event ofDefault will occur as a result of the transactions contemplated hereby; and

 

(d)                                 no consent, approval,authorization or order of, or filing, registration or qualification with, anycourt or governmental authority or third party is required in connection withthe execution, delivery or performance by any Credit Party of this Amendment orthe Consent attached hereto.

 

4.2                                 Ratificationand Reaffirmation.  Each CreditParty hereby ratifies the Loan Documents to which it is a party andacknowledges and reaffirms (a) that it is bound by all terms of such LoanDocuments (as amended hereby) applicable to it and (b) that it is responsiblefor the observance and full performance of its respective obligations undersuch Loan Documents.

 

4.3                                 PostEffective Date Deliveries.  TheBorrower shall deliver or cause to be delivered to the Administrative Agentwithin 20 days of the Amendment No. 1 Effective Date all items required to bedelivered pursuant to Section 7.7 of the Credit Agreement in connectionwith the addition of the New Guarantors that were not previously delivered onor prior to the Amendment No. 1 Effective Date.

 

4.4                                 InstrumentPursuant to Credit Agreement.  ThisAmendment is a Loan Document executed pursuant to the Credit Agreement andshall (unless otherwise expressly indicated therein) be construed, administeredand applied in accordance with the terms and provisions of the CreditAgreement.

 

4.5                                 Successorsand Assigns.  This Amendment shallbe binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns.

 

4.6                                 NoOther Changes.  Except as expresslymodified and amended by this Amendment, the Credit Agreement and all other LoanDocuments shall continue in full force and effect and all the terms, provisionsand conditions of the Loan Documents shall remain unchanged.

 

4.7                                 Counterparts.  This Amendment may be executed in any numberof counterparts, each of which when so executed and delivered shall be anoriginal, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of thisAmendment by telecopy shall be effective as an original and shall constitute arepresentation that an original shall be delivered.

 

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4.8                                 Severability.  Any provision of this Amendment held to beinvalid, illegal or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such invalidity, illegality orunenforceability without affecting the validity, legality and enforceability ofthe remaining provisions hereof; and the invalidity of a particular provisionin a particular jurisdiction shall not invalidate such provision in any otherjurisdiction.

 

4.9                                 GoverningLaw.  THE VALIDITY, INTERPRETATIONAND ENFORCEMENT OF THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY THE LAWS OF THESTATE OF NEW YORK (without giving effect to the principles of conflicts oflaw).  The provisions of the CreditAgreement regarding jurisdiction, venue, service of process and waiver of jurytrial are hereby incorporated by reference, *mutatis mutandis.*

 

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpartof this Amendment to be duly executed and delivered by their proper and dulyauthorized officer as of the day and year first above written.

 
| BORROWER: | THE TITAN CORPORATION, |
|-----------|------------------------|
|      | a Delaware corporation |
|      |                   |
|      | By:                    | /s/ Ray H. Guillaume |   |
|      | Name:                  | Ray H. Guillaume |
|      | Title:                 | Director of Corporate Treasury |
|           |                        |  |  |  |

 

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| AGENTS AND LENDERS: | **WACHOVIA BANK,  NATIONAL ASSOCIATION,** |
|---------------------|-------------------------------------------|
|                | **f/k/a FIRST UNION  NATIONAL BANK**      |
|                | as Administrative Agent and as a Lender   |
|                |                                      |
|                |                                      |
|                | By:                                       | /s/ Scott Santa Cruz |   |
|                | Name:                                     | Scott Santa Cruz |
|                | Title:                                    | Director |
|                     |                                           |  |  |  |

 

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CONSENT

 

This Consent (this “Consent”), dated as of May 7, 2003, isdelivered in connection with Amendment No. 1 to Credit Agreement, dated as ofthe date hereof (“Amendment No. 1”), by and among THE TITAN CORPORATION,a Delaware corporation (the “Borrower”), the various financialinstitutions from time to time parties hereto (the “Lenders”), WACHOVIABANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (insuch capacity, the “Administrative Agent”) for the Lenders, THE BANK OFNOVA SCOTIA (“Scotiabank”), as a syndication agent (in such capacity, a“Syndication Agent”), COMERICA BANK-CALIFORNIA (“Comerica”), as asyndication agent (in such capacity, a “Syndication Agent”), BRANCHBANKING AND TRUST (“BB&T”), as a documentation agent (in suchcapacity, a “Documentation Agent”), and TORONTO DOMINION (NEW YORK),INC. (“TD”), as a documentation agent (in such capacity, a “DocumentationAgent”).  Unless otherwise defined,terms used herein have the meanings provided in the Credit Agreement (asdefined in Amendment No. 1) as amended by Amendment No. 1 (such agreement, asso amended, being the “Amended Credit Agreement”).

 

Each of the undersigned, as a party to one or more Loan Documentshereby acknowledges and consents to the execution and delivery of Amendment No.1, and hereby confirms and agrees that each Loan Document to which it is aparty is, and shall continue to be, in full force and effect, and herebyratifies and confirms in all respects its obligations thereunder, except that,upon the effectiveness of, and on and after the date of, Amendment No. 1, allreferences in each such Loan Document to the “Credit Agreement,” “thereunder,”“thereof” or words of like import referring to the existing Credit Agreementshall mean the Amended Credit Agreement. This Consent may be executed by the parties hereto in counterparts, eachof which shall be deemed to be an original and all of which shall constitutetogether but one and the same instrument.

 
| GUARANTORS: | ACS Technologies, Inc.                                      |
|-------------|-------------------------------------------------------------|
|        | Atlantic Aerospace Electronics Corporation                  |
|        | AverCom Corporation                                         |
|        | BTG Systems Engineering, Inc.                               |
|        | BTG Technology Resources, Inc.                              |
|        | BTG Technology Systems, Inc.                                |
|        | BTG, Inc.                                                   |
|        | C&N Enterprises, Inc.                                   |
|        | California Tube Laboratory, Inc.                            |
|        | Cayenta eUtility Solutions – eMunicipal Solutions Inc. |
|        | Cayenta Operating LLC                                       |
|        | Cayenta, Inc.                                               |
|        | Concept Automation, Inc. of America                         |
|        | Datacentric Automation Corporation                          |
|        | DBA Systems, Inc.                                           |
|        | Delfin Systems                                              |

 

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|   | Delta Construction Management, Inc. |
|--------|-------------------------------------|
|   | GlobalNet, Inc.                     |
|   | GlobalNet International, LLC        |
|   | Horizons Services Company, Inc.     |
|   | Intermetrics International, Inc.    |
|   | Intermetrics Securities, Inc.       |
|   | International Systems, LLC          |
|   | Jaycor, Inc.                        |
|   | LinCom Corporation                  |
|   | LinCom Wireless, Inc.               |
|   | Linkabit Wireless, LLC              |
|   | MicroLithics Corporation            |
|   | Midnight Oil Services, Inc.         |
|   | MJR Associates, Inc.                |
|   | Nations, Inc.                       |
|   | Procom Services, Inc.               |
|   | Program Support Associates Inc.     |
|   | Pulse Engineering, Inc.             |
|   | Pulse Sciences, Inc.                |
|   | Research Planning, Inc.             |
|   | RW Consultants, Inc.                |
|   | Sencom Corp.                        |
|   | STAC, Inc.                          |
|   | Titan Africa, Inc.                  |
|   | Titan Wireless Afripa Holding, Inc. |
|   | Titan Scan Technologies Corporation |
|   | Titan Vigil, Inc.                   |
|   | Titan Wireless, Inc.                |
|   | Tomotherapeutics, Inc.              |
|   | Unidyne LLC                         |
|   | UniVision Technologies, Inc.        |
|   | VisiCom Laboratories, Inc.          |
|   | WaveScience, Inc.                   |
|   |                                |
|   |                                |
|   | All By:                             | /s/ Ray H. Guillaume |   |
|   | Name:   Ray H. Guillaume       |
|   | Title: Assistant Treasurer          |

 

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